|UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
|------------------------------------------------------------------------
|**FORM 10-K**                                                           
|                                                                        

|[X]    | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934**                       
|------ | ---------------------------------------------------------------------------------------------------------------
|       |                                                                                                                
|**OR**
|[   ]  | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]**
|       |                                                                                                                

|                                     | **For the transition period from** |  | to |  | 
|------------------------------------ | ---------------------------------- |  | -- |  | 
|Commission file number   **0-22103**

|**HEMLOCK FEDERAL FINANCIAL CORPORATION**(Exact name of small business issuer as specified in its charter)
|----------------------------------------------------------------------------------------------------------
|                                                                                                          
|Delaware(State or other jurisdiction of incorporationor organization)                                     
|                                                                                                          
|5700 West 159th Street, Oak Forest , Illinois(Address of principal executive offices)                     
|                                                                                                          
|                                                                                                          
|Issuer's telephone number, including area code:       (708) 687-9400                                      

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|                            | December 31,          
|--------------------------- | ----------------------
|                            | 2002                  
|                            | Amount                
|                            | (Dollars in Thousands)
|Real Estate Loans:          |                       
|One- to four-family(1)      | $112,006              
|Multi-family                | 27,730                
|Commercial                  | 192                   
|Total real estate loans     | 139,928               
|                            |                       
|Consumer loans:             |                       
|Deposit account             | 82                    
|Automobile                  | 136                   
|Home equity                 | 7,491                 
|Total consumer loans        | 7,709                 
|Total loans                 | 147,637               
|                            |                       
|Less:                       |                       
|Loans in process            | ---                   
|Deferred costs              | 768                   
|Allowance for losses        | (969)                 
|Total loans receivable, net | $147,436              

---

|                            | December 31,          
|--------------------------- | ----------------------
|                            | 2002                  
|                            | Amount                
|                            | (Dollars in Thousands)
|Fixed-Rate Loans:           |                       
|Real estate:                |                       
|One- to four-family (1)     | $105,556              
|Multi-family                | 27,730                
|Commercial                  | 192                   
|Total real estate loans     | 133,478               
|Consumer                    | 7,709                 
|Total fixed-rate loans      | 141,187               
|                            |                       
|Adjustable-Rate Loans:      |                       
|Real estate:                |                       
|One-to four-family          | 6,450                 
|Multi-family                | ---                   
|Total adjustable rate loans | 6,450                 
|                            |                       
|Total loans                 | 147,637               
|Less:                       |                       
|Loans in process            | ---                   
|Deferred fees and discounts | 768                   
|Allowance for losses        | (969)                 
|Total loans receivable, net | $147,436              

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|                                         | Real Estate            |                                       |         
|---------------------------------------- | ---------------------- | ------------------------------------- | --------
|                                         | One- to four-family(2) | Multi-family andCommercial RealEstate | Consumer
|                                         | Amount                 | WeightedAverageRate                   | Amount  
|**Due During Year(s) EndedDecember 31,** | (Dollars in Thousands)
|2003(1)                                  | $       558            | 7.40%                                 | ---     
|2004 and 2005                            | 1,171                  | 7.21                                  | $  1,100
|2006 to 2010                             | 27,710                 | 6.46                                  | 9,289   
|2011 to 2025                             | 50,333                 | 6.53                                  | 17,533  
|2026 and following                       | 32,234                 | 6.90                                  | ---     
|Total                                    | $112,006               |                                       | $27,922 

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|                                        | Year Ended
December 31,
|--------------------------------------- | -----------------------
|                                       
|                                        | 2002                   
|                                        | (In Thousands)         
|Originations by type:                   |                        
|Adjustable rate:                        |                        
|Real estate - one- to four-family       | 758                    
|- multi-family                          | ---                    
|Total adjustable-rate                   | 758                    
|Fixed rate:                             |                        
|Real estate - one- to four-family       | 38,479                 
|- multi-family                          | 6,003                  
|Non-real estate - consumer              | 6,533                  
|Total fixed-rate                        | 51,015                 
|Total loans originated                  | 51,773                 
|                                        |                        
|Loans acquired                          | ---                    
|                                        |                        
|Sales:                                  |                        
|Real estate - one- to four-family       | (3,372)                
|                                        |                        
|Principal repayments                    | (57,338)               
|Total reductions                        | (60,710)               
|Increase (decrease) in other items, net | (100)                  
|Net increase (decrease)                 | $ (9,037)              

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|                      | Real Estate            |                         |                    |        |         |         |       
|--------------------- | ---------------------- | ----------------------- | ------------------ | ------ | ------- | ------- | ------
|                      | One- to four-family(1) | Commercial/Multi-Family | Consumer and Other | Total 
|                      | Number                 | Amount                  | Percent            | Number | Amount  | Percent | Number
|                      | (Dollars in Thousands)
|Loans delinquent for: |                        |                         |                    |        |         |         |       
|                      |                        |                         |                    |        |         |         |       
|December 31, 2002:    |                        |                         |                    |        |         |         |       
|30-59 days            | ---                    | $  ---                  | ---%               | ---    | $   --- | ---%    | ---   
|60-89 days            | 1                      | 131                     | 23.99              | ---    | ---     | ---     | ---   
|90 days and over      | 4                      | 415                     | 76.01              | ---    | ---     | ---     | ---   
|Total                 | 5                      | $546                    | 100.00%            | ---    | $   --- | ---%    | ---   

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|                        | December 31, 2002
|----------------------- | -----------------
|                        | (In Thousands)   
|Special Mention         | $275             
|Substandard             | 161              
|Doubtful                | ---              
|Loss                    | ---              
|Total                   | $436             
|General loss allowance  | $969             
|Specific loss allowance | ---              
|Charge-offs             | ---              

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|                                             | December 31,          
|-------------------------------------------- | ----------------------
|                                             | 2002                  
|                                             | (Dollars in Thousands)
|Non-accruing loans:                          |                       
|One- to four-family                          | 415                   
|Multi-family                                 | ---                   
|Commercial real estate                       | ---                   
|Construction or development                  | ---                   
|Consumer                                     | ---                   
|Total                                        | 415                   
|                                             |                       
|Accruing loans delinquent more than 90 days: |                       
|One- to four-family                          | ---                   
|Multi-family                                 | ---                   
|Commercial real estate                       | ---                   
|Construction or development                  | ---                   
|Consumer                                     | ---                   
|Total                                        | ---                   
|                                             |                       
|Foreclosed assets:                           |                       
|One- to four-family                          | ---                   
|Multi-family                                 | ---                   
|Commercial real estate                       | ---                   
|Construction or development                  | ---                   
|Consumer                                     | ---                   
|Total                                        | ---                   
|                                             |                       
|Renegotiated loans                           | ---                   
|                                             |                       
|Total non-performing assets                  | $ 415                 
|                                             |                       
|Total as a percentage of total assets        | .13%                  

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|                                                                                                                  | Year Ended December 31,
|----------------------------------------------------------------------------------------------------------------- | -----------------------
|                                                                                                                  | 2002                   
|                                                                                                                  | (Dollars in Thousands) 
|                                                                                                                  |                        
|Balance at beginning of period                                                                                    | $969                   
|                                                                                                                  |                        
|Charge-offs:                                                                                                      |                        
|One- to four-family                                                                                               | ---                    
|Multi-family                                                                                                      | ---                    
|Commercial real estate                                                                                            | ---                    
|Consumer                                                                                                          | ---                    
|                                                                                                                  | ---                    
|                                                                                                                  |                        
|Recoveries:                                                                                                       |                        
|One- to four-family                                                                                               | ---                    
|Multi-family                                                                                                      | ---                    
|Commercial real estate                                                                                            | ---                    
|Consumer                                                                                                          | ---                    
|                                                                                                                  | ---                    
|                                                                                                                  |                        
|Net charge-offs                                                                                                   | ---                    
|Allowance acquired(1)                                                                                             | ---                    
|Additions charged to operations                                                                                   | ---                    
|Balance at end of period                                                                                          | $969                   
|                                                                                                                  |                        
|Ratio of net charge-offs (recoveries) during 
     the period to average loans outstanding
     during the period | ---%                   
|                                                                                                                  |                        
|Ratio of net charge-offs (recoveries) during
     the period to average non-performing assets                     | ---%                   

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|                       | December 31,              
|---------------------- | --------------------------
|                       | 2002                      
|                       | Amountof loanlossAllowance
|                       | (In Thousands)            
|One- to four-family(1) | $225                      
|Multi-family           | 277                       
|Commercial real estate | 6                         
|Consumer               | 23                        
|Unallocated            | 438                       
|Total                  | $969                      

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|                                                  | December 31,          
|------------------------------------------------- | ----------------------
|                                                  | 2002                  
|                                                  | CarryingValue         
|                                                  | (Dollars in Thousands)
|Mortgage-backed securities   held-to- maturity:   |                       
|GNMA                                              | $22,454               
|FNMA                                              | 22,647                
|FHLMC                                             | 6,942                 
|CMOs                                              | 20,254                
|                                                  | 72,297                
|Mortgage-backed securities   available-for- sale: |                       
|FNMA                                              | 14,107                
|FHLMC                                             | 1,056                 
|CMOs                                              | 8,625                 
|                                                  | 23,788                
|                                                  |                       
|Total mortgage-backed
     securities             | $96,085               

---

|                                         | Due in           | December 31,2002  
|---------------------------------------- | ---------------- | ------------------
|                                         | 6 Months or Less | 6 Months to 1 Year
|                                         | (In Thousands)  
|                                         |                  |                   
|Federal Home Loan Mortgage Corporation   | $      ---       | $     ---         
|Federal National Mortgage Association    | --               | 438               
|Government National Mortgage Association | --               | --                
|CMOs                                     | ---              | --                
|Total                                    | $          ---   | $    438          
|                                         |                  |                   
|Weighted average yield                   | ---%             | 6.50%             

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|                            | Year Ended
December 31,
|--------------------------- | -----------------------
|                            | 2002                   
|                            | (In Thousands)         
|Purchases:                  |                        
|Adjustable-rate             | $23,761                
|Fixed-rate                  | 16,682                 
|CMOs                        | 14,152                 
|Total purchases             | 54,595                 
|                            |                        
|Sales:                      |                        
|Adjustable-rate             | ---                    
|Fixed-rate                  | ---                    
|CMOs                        | ---                    
|Total sales                 | ---                    
|                            |                        
|Principal repayments        | (31,144)               
|Discount/premium net change | 311                    
|Fair value net change       | 87                     
|Net increase (decrease)     | $23,849                

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|                                      | December 31,          
|------------------------------------- | ----------------------
|                                      | 2002                  
|                                      | CarryingValue         
|                                      | (Dollars in Thousands)
|Securities held-to-maturity:          |                       
|Federal agency obligations            | $  5,147              
|                                      |                       
|Securities available-for sale:        |                       
|Federal agency obligations            | ---                   
|                                      |                       
|Total securities                      | $5,147                
|                                      |                       
|Average remaining life of securities: | 6 years               
|                                      |                       
|Other earning assets:                 |                       
|Interest-earning deposits with banks  | 22,167                
|FHLB stock                            | 10,136                
|FHLMC stock                           | 8,196                 
|FNMA stock                            | 5,000                 
|Total                                 | $45,499               

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|                           | December 31, 2002     
|-------------------------- | ----------------------
|                           | Less Than1 Year       
|                           | Amortized Cost        
|                           | (Dollars in Thousands)
|                           |                       
|Federal agency obligations | $   ---               
|Weighted average yield     | ---   %               

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|                  | Year Ended December 31,
|----------------- | -----------------------
|                  | 2002                   
|                  | (Dollars In Thousands) 
|                  |                        
|Opening balance   | $189,456               
|Deposits          | 479,012                
|Withdrawals       | 470,838                
|Interest credited | 4,095                  
|Ending balance    | $201,725               
|Net increase      | $  12,269              
|Percent increase  | 6.48%                  

|                                   | December 31,          
|---------------------------------- | ----------------------
|                                   | 2002                  
|                                   | Amount                
|                                   | (Dollars in Thousands)
|Transactions and Savings Deposits: |                       
|Passbook Accounts 1.00%            | $  73,862             
|NOW Accounts .25%                  | 29,366                
|Money Market Accounts .95%         | 10,107                
|                                   |                       
|Total Non-Certificates             | 113,335               
|                                   |                       
|Certificates:                      |                       
|0.00 - 3.99%                       | 69,539                
|4.00 - 5.99%                       | 17,940                
|6.00 - 7.99%                       | 911                   
|                                   |                       
|Total Certificates                 | 88,390                
|                                   |                       
|Total Deposits                     | $201,725              

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|                                               | Maturity        |                 
|---------------------------------------------- | --------------- | ----------------
|                                               | 3 Monthsor Less | Over3 to 6Months
|                                               | (In Thousands) 
|                                               |                 |                 
|Certificates of deposit less
    than $100,000 | $17,053         | $16,060         
|                                               |                 |                 
|Certificates of deposit of
   $100,000 or more | 1,531           | 2,957           
|                                               |                 |                 
|Total certificates of deposit                  | $18,584         | $19,017         

|                 | Year Ended
December 31,
|---------------- | -----------------------
|                
|                 | 2002                   
|                 | (Dollars In Thousands) 
|Maximum Balance: |                        
|FHLB Advances    | 82,710                 
|Notes Payable    | 6,500                  
|                 |                        
|Average Balance: |                        
|FHLB Advances    | 75,252                 
|Notes Payable    | 6,233                  

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|                                                                     | December 31,          
|-------------------------------------------------------------------- | ----------------------
|                                                                     | 2002                  
|                                                                     | (Dollars in Thousands)
|                                                                     |                       
|FHLB advances                                                        | $82,710               
|                                                                     |                       
|Weighted average interest rate during the
   period of FHLB advances | 5.48%                 
|                                                                     |                       
|Weighted average interest rate at end of
   period of FHLB advances  | 5.37%                 

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|**Location**                                            | YearAcquired | Owned orLeased | Net Book Value atDecember 31, 2002
|------------------------------------------------------- | ------------ | -------------- | ----------------------------------
|****                                                    |              |                | (In Thousands)                    
|*Main Office:*                                          |              |                |                                   
|5700 West 159th Street

   Oak Forest, Illinois  60452  | 1974         | Owned          | $   544                           
|*Full Service Branches:*                                |              |                |                                   
|8855 South Ridgeland Ave.

   Oak Lawn, Illinois  60453 | 1975         | Leased(1)      | 151                               
|4636 South Damen Avenue

   Chicago, Illinois  60609    | 1990         | Leased(2)      | 24                                
|15730 West 127th Street

   Lemont, Illinois  60439     | 1998         | Owned(3)       | 2,092                             
|234 Bolingbrook Drive

   Bolingbrook, Illinois  60440  | 2000         | Owned(4)       | 1,535                             
|3030 West Cermak Avenue
   Chicago, Illinois  60623     | 2000         | Owned          | 10                                

|(1) | The land on which the Oak Lawn branch is built is leased.  Under the terms of the lease, upon the expiration of the lease in 2027, title to the
building housing the branch will pass to the landlord.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The lease on the branch located at 4646 South Damen in Chicago, Illinois expires in 2005.                                                                                                             
|(3) | Construction of the building housing the Lemont branch was completed in 1998.                                                                                                                         
|(4) | Construction of the building housing the Bolingbrook branch was completed in 2002.                                                                                                                    

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|Plan Category          | Number of securities to
be issued upon exercise
of outstanding options | Weighted-average
exercise price of
outstanding options | Number of Securities
remaining available for
future issuance
|---------------------- | ---------------------------------------------------------------------- | ------------------------------------------------------ | ------------------------------------------------------------
|1997 Stock Option Plan | 198,516                                                                | $17.76                                                 | 5,117                                                       
|2002 Stock Option Plan | 41,700                                                                 | $24.60                                                 | 6,867                                                       

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|Annual Report Section                                                                                                 | Page inAnnual Report
|--------------------------------------------------------------------------------------------------------------------- | --------------------
|Report of Independent Auditors                                                                                        | 18                  
|Consolidated Statements of Financial Condition at 
    December 31, 2002 and 2001                                     | 19                  
|Consolidated Statements of Income for the Years Ended
   December 31, 2002, 2001 and 2000                             | 20                  
|Consolidated Statements of Changes in Stockholders' Equity
      for the Years Ended December 31, 2002, 2001 and 2000 | 21-22               
|Consolidated Statements of Cash Flows for the Years Ended
      December 31, 2002, 2001 and 2000                      | 23-24               
|Notes to Consolidated Financial Statements                                                                            | 25-49               

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|RegulationS-K ExhibitNumber | Document                                                                                                                                                                                                             | **Reference toPrior Filingor Exhibit NumberAttached Hereto**
|--------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------
|                            |                                                                                                                                                                                                                      |                                                             
|2                           | Plan of acquisition, reorganization, arrangement, liquidation or succession                                                                                                                                          | None                                                        
|3(i)                        | Articles of Incorporation                                                                                                                                                                                            | *                                                           
|3(ii)                       | By-Laws                                                                                                                                                                                                              | *                                                           
|4                           | Instruments defining the rights of security holders, including debentures                                                                                                                                            | *                                                           
|9                           | Voting Trust Agreement                                                                                                                                                                                               | None                                                        
|10                          | Material contracts:

   (i)   1997 Stock Option and Incentive Plan
   (ii)  1997 Recognition and Retention Plan
   (iii)  2002 Stock Option and Incentive Plan
   (iv)  Employment Agreement with Executive Officers | *
**
**
***                                                 
|11                          | Statement re: computation of per share earnings                                                                                                                                                                      | None                                                        
|13                          | Annual Report                                                                                                                                                                                                        | 13                                                          
|16                          | Letter re: change in certifying accountants                                                                                                                                                                          | None                                                        
|18                          | Letter re: change in accounting principles                                                                                                                                                                           | None                                                        
|21                          | Subsidiaries of Registrant                                                                                                                                                                                           | 21                                                          
|22                          | Published report regarding matters submitted to vote of security holders                                                                                                                                             | None                                                        
|23                          | Consent of Experts and Counsel                                                                                                                                                                                       | 23                                                          
|24                          | Power of attorney                                                                                                                                                                                                    | Not required                                                
|28                          | Information from reports furnished to state insurance regulatory authorities                                                                                                                                         | None                                                        
|99                          | Additional Exhibits                                                                                                                                                                                                  | None                                                        

|*   | Filed as exhibit to the Company's Form S-1 registration statement filed on December 27, 1996 (File No.
333-18895) pursuant to Section 5 of the Securities Act of 1933.  All of such previously filed documents
are hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**  | Filed as exhibit to the Company's definitive proxy statement for its special meeting of stockholders held on October 22, 1997, and incorporated herein by reference.                                                                                                                                     
|*** | Filed as exhibit to the Company's definitive proxy statement for its annual meeting of stockholders held on May 1, 2002, and incorporated herein by reference.                                                                                                                                           

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|                          |     | **HEMLOCK FEDERAL FINANCIAL CORPORATION**                                                                                               
|------------------------- | --- | ----------------------------------------------------------------------------------------------------------------------------------------
|                          |     |                                                                                                                                         
|Date:      March 14, 2003 | By: | /s/ Maureen G. PartynskiMaureen G. Partynski, Chairman of
   the Board and Chief Executive Officer
   *(Duly Authorized Representative)*

|/s/ Michael R. Stevens	
Michael R. Stevens, President and Director
 
Date:      March 14, 2003                                         |  | /s/ Kenneth J. Bazarnik	
Kenneth J. Bazarnik, Director
 
Date:      March 14, 2003 
|-------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------
|                                                                                                                                      
|/s/ Rosanne Belczak
Rosanne Belczak, Vice-President/
Secretary and Director
 
Date:      March 14, 2003                                |  | /s/ Donald L. Manprisio
Donald L. Manprisio, Director
 
 
Date:      March 14, 2003
|                                                                                                                                      
|/s/ Frank A. Bucz	
Frank A. Bucz, Auditor/Consultant and
Director
 
Date:      March 14, 2003                                          |  | /s/ G. Gerald Schiera	
G. Gerald Schiera, Director
 
 
Date:      March 14, 2003   
|                                                                                                                                      
|/s/ Jean M. Thornton
Jean M. Thornton, Chief Financial Officer*Principal Financial and Accounting**Officer*
 Date:      March 14, 2003 |  |                                                                                    

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|1. | I have reviewed this annual report on Form 10-K of Hemlock Federal Financial Corporation;                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Based on my knowledge, this annual report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this annual report;                                                       
|3. | Based on my knowledge, the financial statements, and other financial information included in this
annual report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this annual report;                                                                          
|4. | The registrant's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:                                                                                                                                                         
|   | a)                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                                                                                                                                                                                             
|   | c)                                                                                                                                                                                                                                                                                                                                                                             
|5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation,
to the registrant's auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):                                                                                                                                
|   | a)                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                                                                                                                                                                                             
|6. | The registrant's other certifying officers and I have indicated in this annual report whether there
were significant changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|Date: March 27, 2003 |  | By: | /s/ Michael R. Stevens
Michael R. Stevens
President
|-------------------- |  | --- | ---------------------------------------------------

---

|1. | I have reviewed this annual report on Form 10-K of Hemlock Federal Financial Corporation;                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Based on my knowledge, this annual report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this annual report;                                                       
|3. | Based on my knowledge, the financial statements, and other financial information included in this
annual report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this annual report;                                                                          
|4. | The registrant's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:                                                                                                                                                         
|   | a)                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                                                                                                                                                                                             
|   | c)                                                                                                                                                                                                                                                                                                                                                                             
|5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation,
to the registrant's auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):                                                                                                                                
|   | a)                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                                                                                                                                                                                             
|6. | The registrant's other certifying officers and I have indicated in this annual report whether there
were significant changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|Date: March 27, 2003 |  | By: | /s/ Jean M. Thornton
Jean M. Thornton 
Chief Financial Officer
|-------------------- |  | --- | --------------------------------------------------------------

---

|Date: | March 27, 2003 |  | By: | /s/ Michael R. Stevens
Michael R. Stevens 
President
(*Principal Executive Officer*)                          
|----- | -------------- |  | --- | --------------------------------------------------------------------------------------------------------------
|Date: | March 27, 2003 |  | By: | /s/ Jean M. Thornton	
Jean M. Thornton 
Chief Financial Officer
(*Principal Financial and Accounting Officer*)

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|ExhibitNo. | Document                                
|---------- | ----------------------------------------
|13         | Annual Report                           
|21         | Subsidiaries of Registrant              
|23         | Consent of Crowe, Chizek and Company LLP

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